The Invasion of Equestria
by Zakhar Vanzin
Summary: Following debilitating nightmares and the senses of a certain pink mare going hay-wire, a massive portal opens in the town of Ponyville which unleashes the wrath of a humanoid force of powerful super soldiers. Who will come out on top? Rated M for violence worthy of F.E.A.R., as well as some swearing.


**I do certainly hope you are prepared for the most bizarre crossover ever written. Not to mention one that no one wanted nor needed. Beware, this FanFiction contains blood, gore, and general violence. But hey, it's a crossover with F.E.A.R., what else would you expect? This is the My Little Pony universe at the end of the second season, by the way, as I am a heathen and have not viewed any of season three onwards. So, no Alicorn Twilight for you. I am sorry.**

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Darkness has enveloped the land of Equestria. Not a single pony unafraid or feeling remotely safe as cities burn and lifeless bodies lay in them. Few safe havens remain in the world, and even they remain standing due to the hostile forces not bothering with them yet. The purple unicorn, doing furious research in the field, would be getting a distant look at the enemy who had set up a headquarters of sorts in the destroyed town of Ponyville. They were strange, not like anything anyone had seen before. They walked upon two legs, and had two 'arms' which allowed them to manipulate the environment around them just as well as a normal Unicorn would use their magic for such things. They were covered from head to toe in clothing which acted as armor, but it looked like fabric instead of the fine metal that individuals in the Royal Guard were clad in. Neither spears nor horns had been able to penetrate it yet, only partially damage it. Meanwhile, the advanced projectile weapons that these creatures had went straight through the thick and heavy metal that the guards wore - sometimes going in one side and directly out of the other. You can only imagine the kind of damage that kind of weapon could do to an unarmed pony - and many had seen it first hand when these beings first showed up. It was complete genocide in the truest of senses, not a single pony left standing in their way.

It would be with a start that Twilight took in what was probably multiple liters of air at once into her lungs, shooting upright in bed panting. She had that dream again. That same dream she'd be suffering every night for over a week. She looked through every book she had at least once - some she went through cover-to-cover twice or thrice - to attempt to find an answer once she came to the conclusion that it was more than a mere 'nightmare' and was in fact much more. She had yet to inquire about it to her friends, however, lest she frighten them with such horrid images that may very well just be her imagination going hay-wire. The worse thing about it all was that Pinkie Pie's 'Pinkie Sense' had been going absolutely bonkers since the second day of these terrifying nightmares. It was a rather long and complicated combo which no-one had ever seen before, and similarly, no-one could really properly speculate what it meant. Nothing out of the ordinary had even happened since her new combination of bodily spasms began, either, the things coming and going as they did when something was -going- to happen. This was certainly great cause for alarm. Why would she have a dream about something so dark and rather specific multiple nights in a row?

The lavender mare took a brief look around the loft-bedroom that she and her companion shared. The sun was indeed rising out the window, though Celestia had apparently only recently started the task, as the light of the massive sphere of fire suspended in the air was still orange and cast long shadows. Few ponies were out and about at this hour, most of which being shop owners heading to open up their stores nice and early. Others, meanwhile, were hard-working Pegasi clearing out a few stray clouds to make sure that ideal sun coverage would be achieved for the morning. As usual, it would most likely end up being a very picturesque day. If one were to look skyward, anyway.

Hopping out of her bed, and looking over to her dragon assistant, the unicorn sighed to herself as the young lad slept away.

"No, I shouldn't send a letter... I'm sure it's nothing.." She would whisper to herself in a vain attempt to calm down and feel like nothing bad was happening or about to happen.

Having decided that she did not want to awaken Spike, she quickly wrote a note for him and pinned it on the foot of her bed which was right next to Spike's tiny bed. It simply read, "Spike, I'm out in the town and shall be taking care of some errands. When you get up, just stick around the house, I shouldn't be gone for long."

With that, she trotted downstairs and out of the library which she called home. She decided to grab a sweet breakfast at Sugarcube Corner, and perhaps meet up with Pinkie.

Today would be a more lazy day, she thought, as nothing was really going on and she felt like she needed to relax. Of course, the dream clawed at the back of her mind, and she decided that a visit with Zecora may be in order. The rhyming zebra having a vast knowledge for sure, especially on more 'out there' topics - such as her simply awful dream.

Still, her stomach was empty, and she was intent on fixing that as she walked along with a slight spring in her step.

Walking through the town, it was as lovely as ever. Some humidity in the air and dew in the grass. A thin layer of fog which was just barely present enough to be seen, but so low to the ground and weak that one could easily see through it. A cool morning breeze was about as well. All of these reasons combined accounted for why Twilight quite enjoyed the morning, and why she made a point to hit the town early if she could.

After just under ten minutes of this tranquil walking through the village, she had arrived at the shop of confections which itself looked like a large confectionery product. The sign on the door read 'open', and as such, she walked right in. As soon as she walked through the doorway, she was hit with that same wall of delicious scent. Freshly baked goods like muffins, cupcakes and cookies filling the air. The air was so thick with these smells that one could swear they had eaten a cookie if they just breathed for a few minutes in there. A few ponies were already inside, quietly conversing about this and that over some of the fresh baked goods. Some of which still had steam rising from them.

Thankfully, no line was coming from the front counter, Twilight practically skipping over there across the wooden floor.

"Good morning, Twilight!" Mrs. Cake cheerily greeted the purple mare, albeit slightly quietly. It was far too early to be shouting even if it were out of joy.

"Good morning to you, too, Misses Cake." Twilight spoke in a casual speaking voice, "Do you have any blueberry muffins left?" She inquired. The blueberry muffin was her typical breakfast whenever she ate it at Sugarcube Corner. It just was.

With a nod, the other mare went to look in the drawers under the counter that divided them. After a moment, and with a satisfied 'Ah-ha!', she came back up again with a muffin on a plate and grinned. "That will be one bit, please," She asked kindly before Twilight sat one of the golden coins on the counter.

With a thank you from the bakery mare, followed by a nod from Twi, the purple pony picked up the muffin with her magic and trotted out of the sweet shop. It was as she was walking along that she heard the rather characteristic bouncing of her pink friend behind her.

Turning to greet her with a grin, her mouth formed a frown as she saw the party mare was violently shaking and twitching all over. She herself having a very panicked face. "T-Twilight! I think whatever is going to happen is going to happen really soon! I've not shaken this much with anything b-before!" She was stuttering almost constantly due to the shakes, practically vibrating along the ground without any control.

Learning prior that this pinkie sense made no sense what-so-ever, but was completely accurate, Twi's heart began racing with her own panic. "Okay! Okay... Let's just try to calm down and think about this-"

She was cut off of her thought when a loud bang of sorts was heard in the distance, the shock wave of which knocking the wind out of just about everyone in Ponyville. Looking back, there was no smoke or fire like from a typical explosion. At least, not yet. It was time to act, regardless, as everyone who was asleep was now looking out their windows and doors upon being scared awake by the surprise detonation.

Gathering her wits yet again, Twilight looked to her friend - whose shakes had stopped. While she looked a bit happy about this, she was also rather uneased by the distant explosion. "Pinkie, I need you to get the other elements of harmony as fast as you can. I need the five of you to tell everypony in Ponyville to evacuate. Head to Canterlot. I'll get Spike and send a letter." Without question, the normally upbeat and cheery pony became collected and serious. After a nod, the frosting colored mare bolted to get her friends - shouting "Evacuate to Canterlot! Quickly!" as she ran through the town.

Twilight smiled to herself seeing her take this seriously, but then she herself became leveled as she ran as quick as her nonathletic legs could carry her back to the library. She needed to get Spike. She had a bad feeling that her dream might have been an insight into this day, or else the days to come. No, she thought, it can't be. That would be silly! Must just be a coincidence, perhaps it was just an accident that caused that boom. She wouldn't take any chances, however, which is why she made the snap decision for Pinkie to get everyone to run away.

She had noticed as she ran back to the library that she was making a bee-line toward the epicenter of the explosion heard less than a minute ago. It mattered not - she had to get Spike. It then occurred to her to shout for everypony to evacuate, which she did, albeit weakly as the running itself was taking a lot out of her. Once she saw the library, she stopped dead in her tracks and cut herself off.

Above the library floating in the air was a massive circle. It was flat horizontally, and multiple ponies had gathered a fair distance away from it to just look on in awe. Much like Twilight was doing as well. The circle let off a deep, low hum, and it was large enough that if it were fall straight down - it would swallow, or crush, the whole library and a bit of the surrounding buildings. Looking into it from the bottom, it hurt to think about how it looked like it did. Like how it was confusing to just think about three-dimensional objects at times, this felt like that, but when you were looking at the object and were still stumped.

Finally, someone spoke up, simply asking "What the hay is that thing?" which broke the lavender mare out of her trance. She did a hop over the crowd, shouting back to them, "Quickly! You must get out of here - out of Ponyville! It isn't safe!" With that, she broke down the door to the tree-home and raced upstairs to find that he was not in his bed, her note still there where she left it. "Spike!" She shouted, "Spike, where are you!?"

"Under here!" Came a reply a moment later, the baby dragon crawling out from under Twilight's bed only to be smooched on the cheek by Twi - who was like a mother happy to see her child was okay - and who then plopped him on her back as she sprinted down the stairs. Galloping out the already open door, she once again found herself stopping herself in shock. The ponies all gathered were still mostly there, though some did flee with the unicorn's warning.

The reason why she was awestruck yet again is because she walked out just when a row of ten... Things dropped out of the apparent portal in the sky and were now crouched down. Unmoving for a moment before they slowly rose upright - their backs to Twilight. Unlike most ponies which stood at around four, maybe four and a half feet tall at the shoulders - the princesses standing at around five and a half feet at the shoulders - these bipedal creatures stood closer to six feet tall at the top of the head. None of their skin was shown, the ten individuals clad head to toe in strange attire. In their hands they held odd looking things, and after a moment, they pointed these things at the ponies in the crowd slowly before one said in a voice that was distorted due to a radio, "Open fire."

It was at this moment that things seemed to all slow down for a moment, a synchronized ten-way click giving way to loud crackles coming from the objects in the hands of men. Dust was getting kicked up where the objects were pointed at, flashes of light quickly strobing from the ends as screams of pain followed the back-to-back miniature explosions. Twilight and Spike had both covered their ears, and shut their eyes until the sound had stopped, mechanical clicking was heard as the men took off one part of the weapons to replace it with another - not turning yet.

It was at this point that both Twi and her assistant were able to see exactly what happened, the dust clearing a few seconds later to show red splatters and limp, lifeless ponies. The rest having run away, or run to cover. It was a shocking sight, the unicorn feeling tears well up in her eyes before she shut them and looked away.

"Targets eliminated," The same voice from before stated before he went on, "Clear this area of hostile forces, and I shall call in reinforcements." With no more than a second of delay, another troop - who sounded exceedingly similar - simply said "Copy that," before he and five of the troops did a bit of a jog to clear out the surrounding area. Needless to say, Twilight was spotted a moment later, the click of the weapon in one of the individual's hands causing Twilight to open her eyes and find herself looking right down the end of that thing. Instinctively, her horn began to glow and she escaped right when one of those bangs was heard.

She plopped down right inside of Sugarcube Corner, panting heavily, a clank also heard when she showed up inside of the now abandoned location. Now laying on her stomach, heart absolutely racing, Twilight was safe. When she looked before herself, she saw something small rolling away from her. Grabbing it with her magic, and looking it over, she had no idea what it was. It then dawned on her that this may have come from the weapon that was used on her just before she teleported. "Is.. This its projectile?" She quietly asked herself.

Spike soon smacked her on the cheek, "Twilight! Focus! We need to get out of here and make sure that everypony is safe!"

Shaking her head, getting that can-do attitude about her again, she nodded with a "Right! Spike, take a note please."

Instinctively, the dragon reached for a quill and some parchment, but he had none. "I didn't take any paper or a quill with me from the library.." He said sadly.

Twilight double-blinked at this, moreso confused with why she thought he would just happen to have some on him rather than him not having any in the first place. She shook her head, trying to clear it. "Of course! Silly me, I should have figured..."

"Let's just go so that we can go and tell the Princesses in person! Wouldn't Canterlot be the safest place to be at a time like this?" The boy asked, gaining a nod from his owner.

"Yes, that's right. I have already told Pinkie to gather the rest of the Mane Six and get everypony out of here and to Canterlot," She told him before going on. "Let's head out to the front of Ponyville, I'm sure they would have all gathered there."

It was with this that she quickly begat more running - this time to the main road that lead out of the town and onto Canterlot, as well as the other towns of Equestria. Up ahead, she was able to see most of the ponies standing around - Mayor Mare doing something with them all lined up in order, probably counting them to make sure everyone in the small town of a bit under one-hundred ponies was accounted for. Everyone seemed rather orderly and calm, though more than a few heads twitched to look over into the town where distant snaps and the occasional quieted shout were heard...


End file.
